Exhibit 4.13


 


 





Execution Copy


 


WELLS FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer


 


and


 


KEYBANK NATIONAL ASSOCIATION,

Primary Servicer


 


PRIMARY SERVICING AGREEMENT

Dated as of December 1, 2016


 


Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C32,


Commercial Mortgage Pass-Through Certificates


Series 2016-C32


 




    


    	 



    


 


TABLE OF CONTENTS 


 





	 	 	 	 	 	Page
	ARTICLE I           DEFINITIONS	 	1
	 	 	 	 
	 	Section 1.01	Defined Terms	 	1
	 	 	 	 	 
	ARTICLE II           MASTER SERVICER’S
ENGAGEMENT OF PRIMARY SERVICER TO PERFORM SERVICING RESPONSIBILITIES	 	2
	 	 	 	 	 
	 	Section 2.01	Contract for Servicing; Possession
    of Mortgage Loan Documents	 	2
	 	 	 	 	 
	 	Section 2.02	Notice of Breach of Representations
    and Warranties	 	3
	 	 	 
	ARTICLE III SERVICING OF
    THE MORTGAGE LOANS	 	3
	 	 	 	 	 
	 	Section 3.01	Primary Servicer to Service	 	3
	 	 	 	 	 
	 	Section 3.02	Merger or Consolidation of the Primary
    Servicer	 	16
	 	 	 	 	 
	 	Section 3.03	Limitation on Liability of the Primary
    Servicer and Others	 	16
	 	 	 	 	 
	 	Section 3.04	Primary Servicer Not to Resign	 	17
	 	 	 	 	 
	 	Section 3.05	No Transfer or Assignment of Servicing	 	17
	 	 	 	 	 
	 	Section 3.06	Indemnification	 	18
	 	 	 
	ARTICLE IV DEFAULT	 	18
	 	 	 	 	 
	 	Section 4.01	Events of Default	 	18
	 	 	 	 	 
	 	Section 4.02	Waiver of Defaults	 	21
	 	 	 	 	 
	 	Section 4.03	Other Remedies of Master Servicer	 	21
	 	 	 	 
	ARTICLE V           TERMINATION	 	21
	 	 	 	 	 
	 	Section 5.01	Termination	 	22
	 	 	 	 	 
	 	Section 5.02	Termination With Cause	 	22
	 	 	 	 	 
	 	Section 5.03	Termination of Duties with Respect
    to Specially Serviced Loans	 	22
	 	 	 
	ARTICLE VI MISCELLANEOUS	 	22
	 	 	 	 	 
	 	Section 6.01	Successor to the Primary Servicer	 	22
	 	 	 	 	 
	 	Section 6.02	Financial Statements	 	23
	 	 	 	 	 
	 	Section 6.03	Closing	 	23
	 	 	 	 	 
	 	Section 6.04	Closing Documents	 	23
	 	 	 	 	 
	 	Section 6.05	Notices	 	24







 







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TABLE OF CONTENTS







(continued)


 





	 	 	Page
	 	 	 
	Section 6.06	Severability Clause	25
	 	 	 
	Section 6.07	Counterparts	25
	 	 	 
	Section 6.08	Governing Law	25
	 	 	 
	Section 6.09	Protection of Privileged Information	25
	 	 	 
	Section 6.10	Intention of the Parties	25
	 	 	 
	Section 6.11	Third Party Beneficiary	26
	 	 	 
	Section 6.12	Successors and Assigns; Assignment of Agreement	26
	 	 	 
	Section 6.13	Waivers	26
	 	 	 
	Section 6.14	Exhibits	26
	 	 	 
	Section 6.15	General Interpretive Principles	26
	 	 	 
	Section 6.16	Complete Agreement	26
	 	 	 
	Section 6.17	Further Agreement	27
	 	 	 
	Section 6.18	Amendments	27













 







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	EXHIBIT A MORTGAGE LOAN SCHEDULE	A-1
	EXHIBIT B PRIMARY SERVICER’S OFFICER’S CERTIFICATE	B-1
	EXHIBIT C POOLING AND SERVICING AGREEMENT	C-1
	EXHIBIT D RESERVED	 
	EXHIBIT E QUARTERLY SERVICING CERTIFICATION	E-1
	EXHIBIT F FORM OF ACCOUNT CERTIFICATION	F-1
	EXHIBIT G FORM OF COLLECTION REPORT	G-1
	EXHIBIT H FORM OF CERTIFICATE OF INSURANCE	H-1
	EXHIBIT I NEW LEASE INFORMATION	I-1
	EXHIBIT J MONTHLY SERVICING ACCOUNTS CERTIFICATION	J-1







 







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This is a Primary Servicing
Agreement (the “Agreement”), dated as of December 1, 2016, by and between KEYBANK NATIONAL ASSOCIATION, having
an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors and assigns (the “Primary
Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at c/o Commercial Mortgage Servicing, MAC D1050-084,
Three Wells Fargo, 401 South Tryon Street, 8th Floor, Charlotte, North Carolina 28202, and its successors and assigns
(the “Master Servicer”).


 


WITNESSETH:


 


WHEREAS, Banc of America
Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Midland Loan Services, a Division of
PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and the Master
Servicer have entered into that certain Pooling and Servicing Agreement dated as of December 1, 2016, as amended, modified and
restated from time to time (the “Pooling and Servicing Agreement”), whereby the Master Servicer shall service
certain mortgage loans on behalf of the Trustee;


 


WHEREAS, Section
3.20 of the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the Primary Servicer
whereby the Primary Servicer shall service the mortgage loan or mortgage loans, as applicable, listed on Exhibit A
(the “Mortgage Loan Schedule”) attached hereto (herein referred to as the “Mortgage Loans”)
on behalf of the Master Servicer.


 


NOW, THEREFORE, in consideration
of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Master Servicer and the Primary Servicer hereby agree as follows:


 


ARTICLE I




DEFINITIONS


 


Section 1.01          Defined Terms.


 


Unless otherwise specified
in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement. As used herein, the following terms have the meanings assigned to them in this Section 1.01:


 


“Collection
Report” shall mean the monthly report prepared by the Primary Servicer setting forth, with respect to each Mortgage Loan
and the most recently ended Collection Period prior to the due date of such report, the information described on Exhibit
G attached hereto.


 


“Mortgage Loans” shall have the
meaning specified in the recitals hereto.


 






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“Mortgage Loan Schedule” shall have
the meaning specified in the recitals hereto.


 


“Primary Servicer
Collection Account” shall have the meaning set forth in Section 3.01(c)(7) of this Agreement.


 


“Primary Servicer
Remittance Amount” shall mean, with respect to any date and with respect to the Mortgage Loans, an amount equal to, without
duplication, (a) the sum of (i) the aggregate of the amounts on deposit attributable to the Mortgage Loans in the Primary Servicer
Collection Account as of such date, (ii) if and to the extent not included in the amount referred to in subclause (a)(i), the aggregate
amount transferred from the REO Account (if established) to the Primary Servicer as of such date, to the extent not previously
remitted to the Master Servicer, (iii) the aggregate of all other amounts received with respect to the Mortgage Loans as of such
date to the extent not previously remitted to the Master Servicer, and (iv) if and to the extent not previously remitted to the
Master Servicer, any amounts deposited by the Primary Servicer pursuant to Section 3.01(c)(23) of this Agreement; net of
(b) the portion of the amount described in subclause (a) of this definition that represents one or more of the following: (i) Escrow
Payments or (ii) any amounts that the Primary Servicer is entitled to retain as compensation pursuant to Section 3.11 of
the Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(18) of this Agreement.


 


“Primary Servicer
Remittance Date” shall mean the first Business Day after each Determination Date.


 


“Primary Servicer
Reporting Date” shall mean the first Business Day after each Determination Date.


 


“Primary Servicing
Fee” shall mean, with respect to each Mortgage Loan and related REO Loan, the fee payable to the Primary Servicer pursuant
to Section 3.01(c)(18) of this Agreement.


 


“Primary Servicing
Fee Rate” shall mean, with respect to each Mortgage Loan, the rate that corresponds to such Mortgage Loan set forth on
Exhibit A hereto under the heading “Primary Servicing Fee.”


 


ARTICLE II


 


MASTER SERVICER’S ENGAGEMENT OF PRIMARY
SERVICER

TO PERFORM SERVICING RESPONSIBILITIES


 


Section 2.01          Contract for Servicing;
Possession of Mortgage Loan Documents.


 


The Master Servicer,
by execution and delivery of this Agreement, does hereby contract with the Primary Servicer, subject to the terms of this Agreement,
for the servicing of the Mortgage Loans. On and after the Closing Date, the Primary Servicer shall hold any portion of the Servicing
File or the Mortgage File (including without limitation, any original letter of credit)


 



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in the possession of the Primary Servicer
in trust by the Primary Servicer, on behalf of the Master Servicer for the benefit of the Certificateholders. The Primary Servicer’s
possession of any portion of the Servicing File or the Mortgage File shall be at the will of the Master Servicer and the Trustee
for the sole purpose of facilitating the servicing or the supervision of servicing of the related Mortgage Loan pursuant to this
Agreement, and such retention and possession by the Primary Servicer shall be in a custodial capacity only. Any portion of the
Servicing File or the Mortgage File retained by the Primary Servicer shall be identified to reflect clearly the ownership of the
related Mortgage Loan by the Trustee. The Primary Servicer shall release from its custody any Servicing File or any Mortgage File
retained by it only in accordance with this Agreement and the Pooling and Servicing Agreement. The Primary Servicer shall hold
the original of each letter of credit relating to a Mortgage Loan in trust on behalf of the Trust in order to draw on such letter
of credit on behalf of the Trust. The Primary Servicer shall forward a copy of each letter of credit to the Master Servicer. During
the term of this Agreement, the Primary Servicer will also provide to the Master Servicer a copy of any lease, amendments to Mortgage
Loan documents and other documents related to the Mortgaged Property securing the related Mortgage Loan or related to the Mortgage
Loan as soon as possible after receipt or execution thereof, as applicable.


 


Section 2.02          Notice of Breach
of Representations and Warranties.


 


Following its receipt
from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the Primary
Servicer. The Primary Servicer shall promptly notify in writing the Master Servicer upon becoming aware of any breach of any representations
and warranties contained in such Mortgage Loan Purchase Agreement or a document defect that could give rise to a cure or repurchase
obligation. The Primary Servicer shall reasonably cooperate with the Master Servicer in pursuing its obligations to make a repurchase
claim against the related Mortgage Loan Seller. The Primary Servicer shall notify the Master Servicer in writing within five (5)
Business Days after the Primary Servicer discovers or receives notice alleging a Defect or a Breach or receives notice of a 15Ga-1
Repurchase Request. The Primary Servicer shall promptly, but in no event later than five (5) Business Days after receipt, provide
to the Master Servicer a copy of any written 15Ga-1 Repurchase Request, withdrawal of a 15Ga-1 Repurchase Request, or rejection
of a 15Ga-1 Repurchase Request received by the Primary Servicer and such other information in the possession of the Primary Servicer
reasonably requested by the Master Servicer to fulfill its obligations under Section 2.02(g) and Section 2.03 of the Pooling
and Servicing Agreement.


 


ARTICLE III


 


SERVICING
OF THE MORTGAGE LOANS


 


Section 3.01          Primary
Servicer to Service.


 


(a)       The
Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the
Servicing Standard under the Pooling and Servicing Agreement.


 






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(b)       The
Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to
the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically
incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified
by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer
that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Initial Purchasers, the Directing Certificateholder,
the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters,
the 17g-5 Information Provider, the Certificateholders and the Special Servicer (including, without limitation, the right of the
Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling
and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except
as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.19 of the Pooling and Servicing
Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially
Serviced Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master
Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with
respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and render such incidental services with
respect to any Specially Serviced Loans and REO Properties as and to the extent as may be specifically provided for herein. All
references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.19 of the Pooling and Servicing Agreement, as modified herein, and to
the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this
Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Special Servicer, the
Initial Purchasers, the Directing Certificateholder, the Underwriters, the Operating Advisor, the Asset Representations Reviewer,
the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider and the Certificateholders in the
Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder,
(ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to
be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing
Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage
Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses
(i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each
case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby
delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions
contained in this Agreement. With respect to all servicing responsibilities of the Master Servicer under the Pooling and Servicing
Agreement which are not being performed by the Primary Servicer under this Agreement, the Primary Servicer shall reasonably cooperate
with the Master Servicer to facilitate the timely performance of such servicing responsibilities.


 


(c)         The following
Sections of the Pooling and Servicing Agreement, unless otherwise


 






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provided in this Section 3.01(c)
of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement,
in addition to the References Modification, are hereby further modified as set forth below:


 


(1)       Section
1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan, in the absence of express
provisions in the related Mortgage Loan documents or to the extent that such terms authorize the lender to use its discretion,
shall be made by the Master Servicer.


 


(2)       Sections
3.01(a) - (f). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall
monitor and certify on a quarterly basis, starting with the quarter ending March of 2017, within thirty (30) days of the end of
such quarter the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto,
pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the foregoing, the Primary
Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan
or in favor of any assignee prior to the expiration of such UCC Financing Statements. Notwithstanding the foregoing, the Primary
Servicer’s authority is restricted as provided in Section 3.01(c)(14) and (24) of this Agreement.


 


(3)       Section
3.02. The Primary Servicer may not waive any Penalty Charges that the Master Servicer is permitted to waive under Section
3.02 of the Pooling and Servicing Agreement without the consent of the Master Servicer. The Primary Servicer shall promptly
notify the Master Servicer of any defaults under the Mortgage Loans, collection issues or customer issues and shall take no actions
with respect to enforcing such Mortgage Loans without the prior written consent of the Master Servicer.


 


(4)       Section
3.03(a). The creation of any Servicing Account shall be evidenced by a certification in the form of Exhibit F
attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and
thereafter to the Master Servicer upon any transfer of any Servicing Account.


 


(5)       Sections
3.03(b) and (e). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer
shall monitor and certify to the information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground
rents and other similar items on a quarterly basis starting for the quarter ending in March of 2017, within thirty (30) days of
the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21)
of this Agreement.


 


(6)       Section
3.03(c) is not incorporated herein. The Primary Servicer shall not be obligated to make any Servicing Advances. The Primary
Servicer shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which the Master
Servicer is required to make any Servicing Advance with respect to any Mortgage Loan. In addition, the Primary Servicer shall provide
the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master
Servicer to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance.


 






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(7)       Section
3.04(a). The Primary Servicer shall establish a custodial account (hereinafter the “Primary Servicer Collection Account”),
meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such
Primary Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification
in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer
on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account.
Notwithstanding the third paragraph of Section 3.04(a) of the Pooling and Servicing Agreement, the Primary Servicer shall
deposit into the Primary Servicer Collection Account and include in its Primary Servicer Remittance Amount all Escrow Payments,
Penalty Charges, Modification Fees, defeasance fees, assumption fees, loan service transaction fees, extension fees, assumption
application fees, consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for
checks returned for insufficient funds and other fees and amounts collected from Mortgagors that constitute additional servicing
compensation and/or additional special servicing compensation (in each case, other than those to which the Primary Servicer is
entitled pursuant to Section 3.01(c)(18) of this Agreement). Any amounts of additional special servicing compensation payable
to the Special Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of
Section 3.04(a) of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment
of amounts referenced therein directly to the Primary Servicer for deposit in the Primary Servicer Collection Account.


 


(8)       Section
3.04(b) is not incorporated herein. With respect to each Distribution Date, the Primary Servicer shall deliver to the Master
Servicer on or before the Primary Servicer Remittance Date the Primary Servicer Remittance Amount for such date. Each remittance
required to be made to the Master Servicer on the Primary Servicer Remittance Date shall be made by wire transfer and shall be
made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, on each Business Day between the Primary Servicer Remittance
Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire transfer the Primary Servicer
Remittance Amount for such date. Each month, on each Business Day that the Primary Servicer is not required to remit to the Master
Servicer pursuant to the previous sentence, the Primary Servicer shall forward to the Master Servicer by wire transfer all amounts
collected by the Primary Servicer and not previously remitted to the Master Servicer which constitute delinquent payments on the
Mortgage Loans and any related Penalty Charges. Section 3.01(c)(21) of this Agreement sets forth certain reporting requirements
with respect to such remittances.


 


(9)       Section
3.05(a) is not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer
Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such
withdrawals):


 


(i)       to
remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the second
sentence of Section 3.04(b) of the Pooling and Servicing Agreement and Section 3.01(c)(8)


 



    6 


     


    

 


of this Agreement;


 


(ii)      to
the extent not otherwise required to be applied against Prepayment Interest Shortfalls on the related Mortgage Loans, to pay itself
earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Loans in respect thereof,
the Primary Servicer’s right to payment pursuant to this clause (ii) with respect to any such Mortgage Loan or REO
Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such
Mortgage Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds),
that are allocable as recovery of interest thereon;


 


(iii)     to
pay itself out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or REO Property
any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination
made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in
connection therewith;


 


(iv)     to
pay itself, as additional servicing compensation in accordance with Section 3.11(a) of the Pooling and Servicing
Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as
provided in Section 3.01(c)(10) of this Agreement, but only to the extent of the Net Investment Earnings, if any, with
respect to the Primary Servicer Collection Account for the period from and including the prior Primary Servicer Remittance
Date to and including such Primary Servicer Remittance Date;


 


(v)      to
clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section
9.01 of the Pooling and Servicing Agreement, as modified herein; and


 


(vi)     to
remove any amounts deposited in the Primary Servicer Collection Account in error.


 


The Primary Servicer
shall keep and maintain separate accounting records, on a loan-by-loan basis, reflecting amounts allocable to each Mortgage Loan,
and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary
Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such records.


 


(10)     Section
3.06 is not incorporated herein. The Primary Servicer may invest funds in the Primary Servicer Collection Account and/or any
Servicing Account maintained by it on the same terms as the Master Servicer may invest funds in the Collection Account and/or
a Servicing Account, and subject to the same rights, restrictions and obligations regarding maturity


 



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dates, gains, losses, withdrawals,
possession and control of Permitted Investments and Permitted Investments payable on demand. Without limiting the generality of
the foregoing, any investment of funds in the Primary Servicer Collection Account and/or Servicing Account shall be made in the
name of the Primary Servicer on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.


 


(11)     Sections
3.07(a) and (d). References to the Collection Account shall be references to the Primary Servicer Collection Account. All insurance
policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer as loss payee. Within fifteen
(15) days after the execution date of this agreement, the Primary Servicer shall forward to the Master Servicer a fully completed
certificate of insurance in the form of Exhibit H attached hereto. Without limiting the generality of the obligations
of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify as to the status of insurance policies relating
to the Mortgage Loans on a quarterly basis starting for the quarter ending in March of 2017, within 30 days of the end of such
quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of
this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured against
terrorist or other similar acts. The Master Servicer or the Special Servicer, as applicable, shall make all determinations with
respect to terrorism insurance matters required to be made under Section 3.07 of the Pooling and Servicing Agreement, and
the Primary Servicer shall reasonably cooperate with the Master Servicer in connection therewith.


 


(12)     Section
3.07(b). References to the Collection Account shall be references to the Primary Servicer Collection Account.


 


(13)     Section
3.07(c). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s
reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance. The Primary
Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond
or errors and omissions insurance.


 


(14)     Section
3.08. Notwithstanding anything herein to the contrary, the Primary Servicer will not permit or consent to any assumption, transfer
or other action contemplated by Section 3.08 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed
with the Master Servicer that the Master Servicer is either obligated to process or that the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such request pursuant to Section 3.08 of the Pooling and Servicing
Agreement. Following such confirmation, the Primary Servicer will not permit or consent to any assumption, transfer or other action
contemplated by Section 3.08 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer.
With respect to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation
or other information required to be prepared and/or delivered by the Master Servicer under Section 3.08 of the Pooling and
Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection
with obtaining any necessary approval or consent from the Special Servicer. If the Primary Servicer shall process any such assumption,
transfer or other action, and the Master Servicer consents to such transaction, the Primary


 



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Servicer shall process, document and
close such transaction. The Primary Servicer shall promptly provide copies of any waivers it effects pursuant to this Section to
the Master Servicer and the Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies
to the extent required by the Pooling and Servicing Agreement.


 


(15)     [Reserved].


 


(16)     Section
3.09. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section
3.09 (other than Section 3.09(f)) of the Pooling and Servicing Agreement.


 


(17)     Section
3.10. The references to the Collection Account in Section 3.10 of the Pooling and Servicing Agreement shall be references
to the Primary Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance
shall be chargeable to the Primary Servicer Collection Account.


 


(18)     Section
3.11(a). References to the Servicing Fee shall be references to the Primary Servicing Fee and references to the Servicing Fee
Rate shall be references to the Primary Servicing Fee Rate. The second and third paragraphs of Section 3.11(a) of the Pooling
and Servicing Agreement are not incorporated herein. In addition, the Primary Servicer shall be entitled to receive, as additional
servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling and Servicing Agreement,
(i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Servicing Accounts
(to the extent consistent with the related Mortgage Loan documents), (ii) 100% of any amounts collected by the Primary Servicer
for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans to the extent the Master
Servicer is entitled to such items under Section 3.11(a) of the Pooling and Servicing Agreement, (iii) 50% of that portion
of any Modification Fees, consent fees and similar fees to which the Master Servicer is entitled under Section 3.11(a) of
the Pooling and Servicing Agreement with respect to the Mortgage Loans in connection with matters performed by the Primary Servicer
pursuant to Section 3.01(c)(24) of this Agreement, (iv) 50% of that portion of any assumption fees and assumption application
fees (or similar fees) to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement
with respect to the Mortgage Loans, (v) 50% of that portion of any defeasance fees to which the Master Servicer is entitled under
Section 3.11(a) of the Pooling and Servicing Agreement in connection with matters performed by the Primary Servicer pursuant
to Section 3.01(c)(24) of this Agreement with respect to the Mortgage Loans, and (vi) 100% of that portion of any beneficiary
statement charges to which the Master Servicer is entitled under Section 3.11(a) of the Pooling and Servicing Agreement
with respect to the Mortgage Loans. The Primary Servicer shall not be entitled to any Prepayment Interest Excesses, Compensating
Interest Payments, Default Interest, Penalty Charges, or other amounts not specifically addressed above in this Section 3.01(c)(18).


 


(19)     Section
3.12(a). The Primary Servicer shall promptly (but in no event later than three (3) Business Days after the completion of related
inspection report) forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the Primary Servicer.
The Primary Servicer may engage a third party at its cost to perform property inspections and


 



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prepare property inspection reports
without first obtaining the consent of the Master Servicer; provided, however, that the Primary Servicer shall remain
obligated and primarily liable to the Master Servicer for satisfactory completion of the inspections and reports as required by
this Agreement. If any inspection report identifies a “life safety” or other material deferred maintenance item existing
with respect to the related Mortgaged Property, the Primary Servicer (x) shall promptly send to the related Mortgagor a letter
identifying such deferred maintenance item and instructing such Mortgagor to correct such deferred maintenance item and (y) shall
follow up with such Mortgagor in writing and at such frequency as is in accordance with the Servicing Standard to confirm that
such deferred maintenance item is being corrected. The Primary Servicer shall promptly notify the Master Servicer of any event
or circumstance that gives rise to enforcement rights with respect to the manager under the related Mortgage Loan documents and
management agreement.


 


(20)     [Reserved].


 


(21)     Sections
3.12(b), (d) and (f). The Primary Servicer shall electronically deliver to the Master Servicer in Microsoft Excel format promptly
upon completion, and in any event, at least five (5) Business Days before the Master Servicer must deliver or make available such
reports, statements and files under the Pooling and Servicing Agreement, a copy of all operating statements, rent rolls, income
statements, budgets and financial statements collected by the Primary Servicer and the CREFC® Operating Statement
Analysis Report and CREFC® NOI Adjustment Worksheet with respect to the Mortgage Loans as required by Section
3.12(b) of the Pooling and Servicing Agreement. The Primary Servicer shall deliver to the Master Servicer, no later than 5:00
p.m., New York City time on the Primary Servicer Reporting Date, by electronic transmission in the format mutually agreed upon
by the Master Servicer and the Primary Servicer, the reports, statements and files required by Section 3.12(d) of the Pooling
and Servicing Agreement. The Primary Servicer, in connection with the reports that it prepares in connection with Sections 3.13(b)
and (d) of the Pooling and Servicing Agreement, will afford the Master Servicer reasonable cooperation by providing such
information as the Master Servicer may reasonably request in connection with the Master Servicer’s responsibilities in Sections
3.13(b) and (d) of the Pooling and Servicing Agreement.


 


The penultimate sentence
in Section 3.12(d) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall deliver
to the Master Servicer, no later than 5:00 p.m. New York City time on the Primary Servicer Reporting Date, by electronic transmission
in the format reasonably acceptable to the Master Servicer and the Primary Servicer, the CREFC® Loan Periodic Update
File, providing the required information as of such Determination Date. The Primary Servicer shall deliver to the Master Servicer
by electronic transmission (in a format reasonably acceptable to the Master Servicer and the Primary Servicer) (a) not later than
5:00 p.m. New York City time on the first Business Day following each Determination Date, the Collection Report (the information
therein to be stated as of the Determination Date) in the form of Exhibit G and (b) within thirty (30) days after
the end of each calendar quarter, beginning with the quarter ending on March 31, 2017, the certification on the Mortgage Loans,
including without limitation information regarding UCC Financing Statements, taxes, insurance premiums and ground rents, required
by and in the form of Exhibit E attached hereto. The Primary Servicer shall deliver to the Master Servicer no later
than 5:00


 



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p.m. New York City time on the second Business Day of each month by electronic transmission in a format reasonably acceptable
to the Master Servicer and the Primary Servicer, a remittance report containing scheduled balance information for each Mortgage
Loan reflecting the scheduled Periodic Payment for such month in the form of Exhibit G attached hereto. In addition,
on each day that the Primary Servicer forwards to the Master Servicer any funds pursuant to Section 3.01(c)(8) of this Agreement,
the Primary Servicer shall deliver to the Master Servicer by electronic transmission in a format reasonably acceptable to the Master
Servicer and the Primary Servicer, a report of the nature of such remittance in the form of Exhibit G attached hereto.
The Primary Servicer shall also prepare and deliver to the Master Servicer not later than 5:00 p.m. New York City time on the first
Business Day following each Determination Date, a certification in the form of Exhibit J attached hereto.


 


Not later than 5:00
p.m. New York City time on the Primary Servicer Reporting Date, the Primary Servicer shall deliver to the Master Servicer the CREFC®
Schedule AL File in EDGAR-Compatible Format with respect to the Mortgage Loans; provided, however, that the Primary Servicer shall
have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Primary Servicer receives the Initial
Schedule AL File, the Initial Schedule AL Additional File and the Annex A to the Prospectus from the Master Servicer. In preparing
the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any
due diligence, investigation or verification, the Primary Servicer shall be entitled to conclusively rely, absent manifest error,
on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K as in effect on the Closing Date of the Initial Schedule AL File, the Initial Schedule AL
Additional File and the Annex A to the Prospectus. The Primary Servicer may concurrently with the delivery of the related CREFC®
Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the Master Servicer. The CREFC®
Schedule AL Files and Schedule AL Additional File shall each be a single file.


 


(22)     Section
3.13. The Primary Servicer shall also be subject to Section 3.01(c)(29) of this Agreement. None of the restrictions
in Section 3.13 of the Pooling and Servicing Agreement or Section 3.01(c)(29) of this Agreement shall prohibit or
restrict oral or written communications, or providing information, between the Primary Servicer, on the one hand, and a Rating
Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns
to the Primary Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s
servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating
to the Certificates or the Mortgage Loans to a Rating Agency or NRSRO in connection with such review and evaluation by such Rating
Agency or NRSRO unless (x) Mortgagor, property or deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the
Rating Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to
the Certificates.


 


(23)     Section
3.17(a). On each Primary Servicer Remittance Date, the Primary Servicer shall deposit into the Primary Servicer Collection
Account as part of the Primary Servicer Remittance Amount, the amount set forth in Section 3.17(a) of the Pooling and


 



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Servicing
Agreement to the extent resulting from Principal Prepayments on the Mortgage Loans and to the extent that the Master Servicer is
required to remit such amounts under Section 3.17(a) of the Pooling and Servicing Agreement, and except that references
to Servicing Fees in the definition of “Compensating Interest Payments” in the Pooling and Servicing Agreement shall
be references to Primary Servicing Fees.


 


(24)     Section
3.18. Notwithstanding anything herein to the contrary, the Primary Servicer will not take any action with respect to any modification,
extension, waiver, consent, defeasance, Special Servicer Major Decision, Special Servicer Non-Major Decision or other action contemplated
by Section 3.18 of the Pooling and Servicing Agreement unless the Primary Servicer has confirmed with the Master Servicer
that the Master Servicer is either obligated to process or has mutually agreed with the Special Servicer to process such transaction
pursuant to Section 3.18 of the Pooling and Servicing Agreement. Following such confirmation, the Primary Servicer will
not permit or consent to any modification, extension, waiver, consent, defeasance, Special Servicer Major Decision, Special Servicer
Non-Major Decision or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior
written consent of the Master Servicer. With respect to any such proposed action, the Primary Servicer shall perform and forward
to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master
Servicer under Section 3.18 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will
deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer;
however, when processing loan-related events delegated to it through this Agreement, the Primary Servicer may consult with the
Special Servicer as needed, provided that it copies the Master Servicer on all related correspondence to the Special Servicer and
includes a representative of the Master Servicer on all related calls with the Special Servicer and otherwise keeps the Master
Servicer fully informed as to the results of such consultations. When forwarding a request for the approval of any retail lease
or renewal or extension thereof, the Primary Servicer shall forward to the Master Servicer the information concerning such lease
required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment
or defeasance with respect to any Mortgage Loan without the written consent of the Master Servicer. The Primary Servicer shall
promptly forward all requests for Principal Prepayments or defeasance to the Master Servicer, along with a payoff statement (with
respect to each Principal Prepayment request) setting forth the amount of the necessary Principal Prepayment calculated by the
Primary Servicer.


 


(25)     Section
3.19(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer
deems to cause any Mortgage Loan to become a Specially Serviced Loan. The determination as to whether a Mortgage Loan has become
a Specially Serviced Loan shall be made by the Master Servicer and the Master Servicer shall promptly notify the Primary Servicer
of any such determination. Upon receipt by the Master Servicer of notice from the Special Servicer that a Specially Serviced Loan
has become a Corrected Loan, the Master Servicer shall promptly give the Primary Servicer notice thereof and the obligation of
the Primary Servicer to service and administer such Mortgage Loan shall resume.


 


(26)     Section
3.19(c) is not incorporated herein. The Primary Servicer shall


 



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continue to process payments and maintain ongoing payment records
with respect to each Mortgage Loan that becomes a Specially Serviced Loan or an REO Property and shall timely provide the Master
Servicer and the Special Servicer with any information required by either to perform their respective duties under the Pooling
and Servicing Agreement. Pursuant to Section 3.01(c)(18) of this Agreement, the Primary Servicer shall be entitled to receive
the Primary Servicing Fee for so long as the Master Servicer receives its fee, with respect to each Specially Serviced Loan.


 


(27)     Section
3.20. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section
3.20 of the Pooling and Servicing Agreement. Each provision of Section 3.20 of the Pooling and Servicing Agreement shall
be enforceable against the Primary Servicer in accordance with the terms thereof. The Primary Servicer may not enter into Sub-Servicing
Agreements in connection with the Mortgage Loans, but the Primary Servicer may delegate its duties to agents or Subcontractors
so long as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of Section
3.20 of the Pooling and Servicing Agreement. The Primary Servicer shall not take any action that the Master Servicer would
be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except
as permitted by Section 3.01(c)(14) or (24) of this Agreement, grant any modification, extension, waiver or amendment
to any Mortgage Loan.


 


This Agreement will
be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or by a successor Master Servicer without
cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master
Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement. In the event the Trustee or any other Person becomes
successor master servicer, the Trustee or such successor master servicer shall have the right to terminate this Agreement with
or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in the Pooling and Servicing
Agreement, the Trustee and any successor master servicer shall assume this Agreement and (i) the Primary Servicer’s rights
and obligations under this Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under
the Pooling and Servicing Agreement; provided that this Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the this Agreement without further action upon becoming the
successor master servicer and (iii) the Pooling and Servicing Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Primary Servicer hereunder and/or under this Agreement, without the prior written consent
of the Primary Servicer (which consent shall not be unreasonably withheld).


 


(28)     Section
3.24(a). The Primary Servicer shall take no action with respect to any mezzanine loan and shall forward any notice or request
received promptly to the Master Servicer.


 


(29)     Section
3.25 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Primary Servicer shall not make
any request to a Rating Agency for a Rating


 



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Agency Confirmation; all such requests shall be made by, and as determined necessary
by, the Master Servicer. The Primary Servicer shall not communicate (orally or in writing) with any Rating Agency regarding any
of the Mortgage Loan documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors
or any other matters in connection with the Certificates or pursuant to this Agreement or the Pooling and Servicing Agreement.
The Primary Servicer agrees to comply (and to cause each and every subcontractor, vendor or agent for the Primary Servicer and
each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies
set forth in this Section 3.01(c)(29) and the Pooling and Servicing Agreement and shall not deliver to any Rating Agency
any report, notice, statement, request for Rating Agency Confirmation or other information the communication of which to the Rating
Agencies is restricted by the Pooling and Servicing Agreement.


 


All information described
in the immediately preceding paragraph will be provided by, and all such communications, responses and requests described in the
immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling
and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with,
any Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication
is regarding the Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall
provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.


 


(31)     [Reserved].


 


(32)     Section
3.33.


 


(33)     Section
4.03 is not incorporated herein. The Primary Servicer shall have no obligation to make P&I Advances.


 


(34)     Section
6.01(a). Section 6.01(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The Primary
Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America, and the Primary Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement.” The Primary Servicer hereby represents and warrants,
as of the date hereof, that (i) each insurance policy and fidelity bond referenced in Section 3.07(c) of the Pooling and
Servicing Agreement names the Master Servicer as a loss payee; and (ii) the Primary Servicer is authorized to transact business
in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by
applicable law to the extent necessary to ensure the enforceability of the Mortgage Loans or compliance with its obligations under
this Agreement and the Master Servicer’s obligations under the Pooling and Servicing Agreement.


 


(35)     Sections
11.01, 11.02, 11.03, 11.04, 11.05, 11.06, 11.07, 11.09, 11.10, 11.11 and 11.12. The Primary Servicer shall cooperate fully
with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and any other
information


 



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in its possession and necessary in the good faith determination of the Master Servicer, the Certificate Administrator,
the Trustee or the Depositor to permit the Depositor or Other Depositor, as applicable, to comply with the provisions of Regulation
AB and the Master Servicer to comply with its obligations under Article XI of the Pooling and Servicing Agreement, together
with such disclosures relating to the Primary Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor,
the related Other Depositor, the Certificate Administrator or the Master Servicer to be necessary in order to effect such compliance.
For purposes of this Section 3.01(c)(35) of this Agreement, references to the Trustee, the Certificate Administrator, the
Depositor, the Other Depositor, the Other Trustee or the Other Certificate Administrator in Article XI of the Pooling and
Servicing Agreement shall not be deemed to be references to the Master Servicer but shall remain references to the Trustee, the
Certificate Administrator, the Depositor, the Other Depositor, the Other Trustee or the Other Certificate Administrator, as applicable;
provided that the Primary Servicer shall copy the Master Servicer on any notice, certificate or information provided to the Trustee,
the Certificate Administrator, the Depositor, the Other Depositor, the Other Trustee or the Other Certificate Administrator pursuant
to this Section 3.01(c)(35) of this Agreement.


 


With respect to any
period that the Primary Servicer is a Servicing Function Participant or a servicer as contemplated by Item 1108(a)(2) of Regulation
AB, the Primary Servicer shall perform all obligations under Section 11.02 applicable to a servicer as contemplated by Item
1108(a)(2) of Regulation AB (including, without limitation, any obligation or duty the Master Servicer is required under Section
11.02 to cause (or use commercially reasonable efforts to cause) a Servicing Function Participant or such a servicer as contemplated
by Item 1108(a)(2) of Regulation AB to perform).


 


Any Additional Form
10-D Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered
to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the
Depositor, the Certificate Administrator, each Other Depositor and each Other Certificate Administrator (to the extent the notice
and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian
for a Serviced Companion Loan)) within the time provided in Section 11.04 of the Pooling and Servicing Agreement. The Primary
Servicer shall reasonably cooperate with the Master Servicer and the Depositor pursuant to Section 11.04(d) of the Pooling
and Servicing Agreement with respect to any CREFC® Schedule AL File provided by the Primary Servicer.


 


Any Additional Form
10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered
to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the
Depositor, the Certificate Administrator, each Other Depositor and each Other Certificate Administrator (to the extent the notice
and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian
for a Serviced Companion Loan)) on or before the fifth (5th) Business Day preceding March 1st of each year,
commencing February 22, 2017.


 


The Primary Servicer
(without regard to whether the Primary Servicer is a Servicing


 



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Function Participant, a Reporting Servicer or Additional Servicer)
shall provide a Performance Certification described in Section 11.06 of the Pooling and Servicing Agreement (on which the
Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the
Master Servicer on or before the fifth (5th) Business Day preceding March 1st of each year, commencing February
22, 2017. If the Primary Servicer is a Servicing Function Participant, such Performance Certification shall also be provided to
each affected Certifying Person by the time required by the Pooling and Servicing Agreement, and if the Primary Servicer is not
a Servicing Function Participant, such Performance Certification shall be delivered only to the Master Servicer. In addition, the
Primary Servicer (a) shall provide such information and assistance as may be reasonably required to cooperate with the Master Servicer
in complying with Section 11.06 of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s
reasonable requests in performing its due diligence for its certification under Section 11.06 of the Pooling and Servicing
Agreement.


 


Any Form 8-K Disclosure
Information and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered
to the Master Servicer, the Depositor, the Certificate Administrator, each Other Depositor and each Other Certificate Administrator
(to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) within the time provided in Section 11.07 of the Pooling and Servicing
Agreement.


 


The Primary Servicer
(without regard to whether the Primary Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its
Officer’s Certificate required by Section 11.09 of the Pooling and Servicing Agreement to the Master Servicer on or
before the fifth (5th) Business Day preceding March 1st of each year, commencing February 22, 2017. If the
Primary Servicer is an Additional Servicer or Servicing Function Participant, the Primary Servicer shall also deliver such Officer’s
Certificate to the Certificate Administrator, the Trustee, Depositor, the 17g-5 Information Provider, each Other Depositor and
each Other Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) within the time provided in Section 11.09, and if the Primary
Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only
to the Master Servicer.


 


The Primary Servicer
(without regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer)
shall deliver the items required under Sections 11.10 and 11.11 of the Pooling and Servicing Agreement regarding
itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’
report”) to the Master Servicer on or before the fifth (5th) Business Day preceding March 1st of each
year, commencing February 22, 2017. If the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional
Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be
delivered to the Certificate Administrator, the Trustee, Depositor, the 17g-5 Information Provider, each Other Depositor and each
Other Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) within the time provided in Sections 11.10 and 11.11 of
the Pooling and Servicing Agreement, and if the Primary Servicer is not an Servicing Function Participant, a


 



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Reporting Servicer
or Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report
shall be delivered only to the Master Servicer. For the avoidance of doubt, if the Primary Servicer’s report on assessment
of compliance with Relevant Servicing Criteria or the related accountants’ report identifies any material instance of noncompliance
with the Relevant Servicing Criteria, such reports shall include a discussion of whether the identified instance was determined
to have involved the servicing of the Mortgage Loans and any steps taken to remedy such identified instance of noncompliance to
the extent related to its activities with respect to asset-backed securities transactions taken as a whole involving the Primary
Servicer and that are backed by the same asset-type backing the Certificates.


 


Section 11.12
of the Pooling and Servicing Agreement shall be incorporated herein and apply to the Primary Servicer for so long as the Primary
Servicer is a Servicing Function Participant or an Additional Servicer to the same extent such section applies to the Master Servicer.
The Primary Servicer shall indemnify and hold harmless the Master Servicer, each Certification Party and any director, officer,
representative, agent, member, manager, employee or Affiliate of the Master Servicer or any Certification Party, from and against
any expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense
and any amounts paid in settlement of any claim or litigation arising out of subsections (i)-(iii) in the first paragraph of Section
11.12 of the Pooling and Servicing Agreement. To the extent the Primary Servicer is an Affected Reporting Party, the Primary
Servicer shall comply with the requirements set forth in Section 11.12 and incorporated herein by reference, including,
but not limited to, obtaining the consent of the Depositor and the Master Servicer (in each case, which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution
with the Commission or its staff and copying the Master Servicer on all material communications with the Commission or its staff.
All reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master Servicer (including reasonable legal fees
and expenses of outside counsel to the Depositor and the Master Servicer) in connection with the foregoing and any amendments to
any reports filed with the Commission or its staff therewith shall be promptly paid by the Primary Servicer upon receipt of an
itemized invoice from the Depositor and/or the Master Servicer, as applicable. Upon resolution with the Commission, the Primary
Servicer shall promptly provide, to each Other Depositor the appropriate revised reports, updated or revised information contained
in any report filed by the Other Depositor under the Reporting Requirements, or any updated or revised material communications
in connection with the response and/or resolution with the Commission or its staff, if and to the extent such reports, information
and/or communications relate to information that was previously provided to the Other Depositor and would reasonably be expected
to be contained in a report filed by the Other Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


Subject to other provisions
of this Agreement restricting the right of the Primary Servicer to retain subservicers or subcontractors, the provisions of Article
XI regarding retaining a “Sub--Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing
Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Primary Servicer to perform
any of its obligations hereunder and the Primary Servicer shall comply with such provisions.


 






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The Primary Servicer
shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees, claims, fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification
Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of
compliance with the servicing criteria or attestation reports pursuant to this Agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of its obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)
of the Pooling and Servicing Agreement) to identify a Servicing Function Participant pursuant to Section 11.02(c) of the
Pooling and Servicing Agreement, or (d) delivery of any Deficient Exchange Act Deliverable.


 


If the indemnification
provided for in this Section 3.01(c)(35) is unavailable or insufficient to hold harmless any Certification Party, the Master
Servicer, the Depositor or any employee, director or officer of the Depositor, then the Primary Servicer shall contribute to the
amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party
in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Primary Servicer
on the other in connection with a breach of the Primary Servicer’s obligations pursuant to this Section 3.01(c)(35).


 


(36)     Sections
12.01(b)(i)-(ii). The Primary Servicer shall provide all reasonable cooperation (with respect to information regarding the
Mortgage Loans in the Primary Servicer’s possession) to enable the Master Servicer to provide the information required pursuant
to Sections 12.01(b)(i)-(ii) of the Pooling and Servicing Agreement.


 


Section 3.02          Merger
or Consolidation of the Primary Servicer.


 


The Primary Servicer
shall keep in full effect its existence, rights and franchises as a national banking association under the laws of the United States
of America. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged
Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so
comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms
of this Agreement.


 


Any Person into which
the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary
Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor
or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized
to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent
required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved
servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iv) shall have
assumed in writing the obligations of the Primary Servicer under this Agreement. Notwithstanding the foregoing, the Primary Servicer
may not


 



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remain the Primary Servicer under this Agreement after (x) being merged or consolidated with or into any Person that is
a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party,
except to the extent that (i) the Primary Servicer is the surviving entity of such merger, consolidation or transfer and has been
and continues to be in compliance with its Regulation AB reporting obligations hereunder or under the Pooling and Servicing Agreement
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.


 


Section 3.03          Limitation
on Liability of the Primary Servicer and Others.


 


Neither the Primary
Servicer nor any of the officers, employees or affiliates, agents of the Primary Servicer shall be under any liability to the Master
Servicer any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against any breach
of representations or warranties made herein, or against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard)
in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties.
The Primary Servicer and any officer, employee or agent of the Primary Servicer may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Primary
Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action relates to its
respective duties under this Agreement and which in its opinion does not expose it to any expense or liability not recoverable
from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake
any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding,
hearing or examination and any liability resulting therefrom are reimbursable, and are reimbursed to the Master Servicer, by the
Trust Fund pursuant to the Pooling and Servicing Agreement, the Primary Servicer shall be entitled to be reimbursed therefor from
the Master Servicer upon written demand. To the extent provided in Section 6.04 of the Pooling and Servicing Agreement,
the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense, incurred
in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense (including legal fees and expenses) incurred by the Primary Servicer
by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent
disregard of obligations and duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust
Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted
to indemnification from the Trust Fund under the Pooling and Servicing Agreement.


 


Section 3.04          Primary
Servicer Not to Resign.


 


The Primary Servicer
shall not resign from the obligations and duties hereby imposed on it except by sixty (60) days prior written notice to the Master
Servicer, or upon the determination


 



    19 


     


    

 


that its duties hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer.


 


Section 3.05          No Transfer
or Assignment of Servicing.


 


With respect to the
responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master
Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without
in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement
or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section
3.01(c)(27) of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without
the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed. Notwithstanding
the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary
Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such
Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer.
If the Master Servicer offers the highest purchase price for such Primary Servicing Rights, then the Master Servicer shall be provided
the opportunity to purchase such Primary Servicing Rights for such purchase price.


 


Section 3.06          Indemnification.


 


The Master Servicer
and the Primary Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Primary
Servicer, and the Primary Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees
or agents) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer, in the case of the Primary Servicer,
and the Primary Servicer, in the case of the Master Servicer, may sustain arising from or as a result of any willful misconduct,
bad faith, fraud or negligence of the Master Servicer or Primary Servicer, as applicable, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or Primary Servicer, as applicable,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided, that
such indemnity shall not cover indirect or consequential damages. Each indemnified party hereunder shall give prompt written notice
to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that
failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. Section
3.06 of this Agreement shall survive the termination of this Agreement and the termination or resignation of the Master Servicer
or the Primary Servicer.


 


ARTICLE IV


 






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DEFAULT


 


Section
4.01          Events of Default.


 


In case one or more of the
following events (each, an “Event of Default”) by the Primary Servicer shall occur and be continuing, that
is to say:


 


(a)       any
failure by the Primary Servicer to deposit into the Primary Servicer Collection Account or any Servicing Account, or to deposit
into, or to remit to the Master Servicer for deposit into, the Collection Account on the dates and at the times required by this
Agreement, any amount required to be so deposited or remitted under this Agreement; provided, however, that the Primary Servicer
will have one (1) Business Day to remedy a failure to make such a deposit or remittance on the date and at the time required by
this Agreement; or


 


(b)       any
failure on the part of the Primary Servicer to (i) timely provide to the Servicer the certification called for on Exhibit
E attached hereto as required by this Agreement, or (ii) timely provide to the Master Servicer the Collection Report which
failure continues unremedied for one (1) Business Day; or


 


(c)       the
Primary Servicer shall fail three (3) times within any one (1) year period to timely provide to the Master Servicer any Collection
Report, CREFC® Loan Periodic Update File, CREFC® Schedule AL File, CREFC® Property
File, CREFC® Financial File, CREFC® Comparative Financial Status Report, CREFC® Loan
Level Reserve/LOC Report, CREFC® Delinquent Loan Status Report, CREFC® Servicer Watch List, CREFC®
NOI Adjustment Worksheet, the CREFC® Total Loan Report or CREFC® Operating Statement Analysis Report
within one (1) Business Day following the date on which it is due; or


 


(d)       any
failure by the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations under
this Agreement (other than those addressed in another clause of this Section 4.01), which failure continues unremedied for
a period of twenty-five (25) days (or (i) with respect to any year that a report on Form 10-K is required to be filed, three (3)
Business Days in the case of the Primary Servicer’s obligations or (ii) 10 days in the case of failure to pay the premium
for any insurance policy required to be force placed by the Primary Servicer pursuant to this Agreement or in any event such reasonable
shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real
estate taxes or assessments or a lapse in any required insurance coverage) after written notice of such failure, requiring the
same to be remedied, has been given to the Primary Servicer by the Master Servicer; provided, however, if that failure (other than
a failure that results in the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments
or a lapse in any required insurance coverage) is capable of being cured and the Primary Servicer has provided the Master Servicer
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure,
such twenty-five (25) day period shall be extended for an additional thirty (30) days; or


 






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(e)       any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.01(a) of the Pooling
and Servicing Agreement as incorporated herein, which materially and adversely affects the interests of the Master Servicer or
any Class of Certificateholders and which continues unremedied for a period of thirty (30) days after the date on which notice
of such breach, requiring the same to be remedied, shall have been given to the Primary Servicer by the Master Servicer; provided,
however, if that breach is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such thirty (30) day
period shall be extended for an additional thirty (30) days; or


 


(f)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or


 


(g)       the
Primary Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Primary Servicer
or of or relating to all or substantially all of its property; or


 


(h)       the
Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


 


(i)        the
Primary Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder
except as permitted by this Agreement; or


 


(j)       either
of Moody’s or DBRS has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (ii) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade
or withdrawal (and such action shall not have been withdrawn within 60 days of such event) and, in the case of either of clause
(i) or (ii), publicly citing servicing concerns with the Primary Servicer as the sole or a material factor in such rating action;
or


 


(k)       the
Primary Servicer is no longer rated at least “CPS3” by Fitch and the Primary Servicer is not reinstated to at least
that rating within sixty (60) days of the delisting; or


 


(l)        (1)
the Primary Servicer fails to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer, the Certificate Administrator or the Depositor under the Pooling and Servicing Agreement or under this Agreement or to
the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (2) the Primary Servicer
fails to perform in any material respect any of its covenants or


 






    22 


     


    

 


obligations contained in this Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required under this Agreement or for any party to the Pooling and Servicing Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling and
servicing agreement that the Depositor is a party to.


 


If any Event
of Default shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall not have
been remedied, the Master Servicer may terminate, by notice in writing to the Primary Servicer, all of the rights and obligations
of the Primary Servicer as Primary Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. From
and after the receipt by the Primary Servicer of such written notice, all authority and power of the Primary Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer pursuant
to and under Section 4.01 of this Agreement, and, without limitation, the Master Servicer is hereby authorized and empowered
to execute and deliver, on behalf of and at the expense of the Primary Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes
of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Primary Servicer agrees that if it is terminated pursuant to Section 4.01 of this Agreement,
it shall promptly (and in any event no later than five (5) Business Days subsequent to its receipt of the notice of termination)
provide the Master Servicer with all documents and records (including, without limitation, those in electronic form) requested
by it to enable it to assume the Primary Servicer’s functions hereunder, and shall cooperate with the Master Servicer in
effecting the termination of the Primary Servicer’s responsibilities and rights hereunder and the assumption by a successor
of the Primary Servicer’s obligations hereunder, including, without limitation, the transfer within one (1) Business Day
to the Master Servicer for administration by it of all cash amounts which shall at the time be or should have been credited by
the Primary Servicer to the Primary Servicer Collection Account, the Collection Account, any Servicing Account, or any REO Account,
or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Primary Servicer
shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such
termination, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section
3.03 of this Agreement notwithstanding any such termination).


 


In addition
to any other rights the Master Servicer may have hereunder, if the Primary Servicer fails to remit to the Master Servicer any amounts
when required to be remitted hereunder, the Primary Servicer shall pay to the Master Servicer interest on the amount of such late
remittance at the Prime Rate, applied on a per diem basis for each day such remittance is late (i.e., said per annum rate divided
by 365 multiplied by the number of days late); but in no event shall such interest be greater than the maximum amount permitted
by law.


 


Section 4.02          Waiver
of Defaults.


 


The Master
Servicer may waive any default by the Primary Servicer in the performance of its obligations hereunder and its consequences. Upon
any such waiver of a past default, such


 






    23 


     


    

 


default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right consequent thereon except to the extent expressly so waived.


 


Section 4.03          Other
Remedies of Master Servicer.


 


During the
continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Master Servicer, in addition
to the rights specified in Section 4.01 of this Agreement, shall have the right, in its own name, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and remedies (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.


 


ARTICLE V




TERMINATION


 


Section 5.01          Termination.


 


Except as
otherwise specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall terminate (without
payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan and the disposition of all REO Property and the remittance of all funds due hereunder; (ii)
by mutual consent of the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement;
(iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase
and only with respect to such purchased Mortgage Loan or Mortgage Loans, subject to the Primary Servicer’s rights to retain
any accrued and unpaid fees and expenses; or (v) upon termination of the Pooling and Servicing Agreement.


 


Section 5.02          Termination
With Cause.


 


The Master
Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the
Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of an Event of Default.


 


Any notice
of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.


 


Section 5.03          Termination of Duties
with Respect to Specially Serviced Loans.


 






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At such
time as any Mortgage Loan becomes a Specially Serviced Loan, the obligations and duties of the Primary Servicer set forth herein
with respect to such Specially Serviced Loan that are required to be performed by the Special Servicer under the Pooling and Servicing
Agreement shall cease in accordance with Section 3.01(c) of this Agreement. The Primary Servicer shall continue to perform
all of its duties hereunder with respect to the Specially Serviced Loans to the extent set forth in Section 3.01 of this
Agreement. If a Specially Serviced Loan becomes a Corrected Loan, the Primary Servicer shall commence servicing such Corrected
Loan pursuant to the terms of this Agreement.


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01          Successor to
the Primary Servicer.


 


Contemporaneously with
the termination of the Primary Servicer’s responsibilities and duties under this Agreement pursuant to Section 3.04,
4.01, 5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Primary
Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies
the criteria for a successor Primary Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Primary Servicer under this Agreement accruing following the
termination of the Primary Servicer’s responsibilities, duties and liabilities under this Agreement.


 


Section 6.02          Financial Statements.


 


The Primary Servicer
shall, upon the request of the Master Servicer, make available its publicly available financial statements and other records relevant
to the performance of the Primary Servicer’s obligations hereunder.


 


Section 6.03          Closing.


 


The closing for the
commencement of the Primary Servicer to perform the servicing responsibilities under this Agreement with respect to the Mortgage
Loans shall take place on the Closing Date. At the Master Servicer’s option, the closing shall be either by telephone, confirmed
by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.


 


The closing shall be subject to the execution
and delivery of the Pooling and Servicing Agreement by the parties thereto.


 


Section 6.04          Closing Documents.


 


The Closing Documents shall consist of all of
the following documents:


 






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(a)         to
be provided by the Primary Servicer:


 


(1)             this
Agreement executed by the Primary Servicer;


 


(2)             an
Officer’s Certificate of the Primary Servicer, dated the Closing Date and in the form of Exhibit B hereto,
including all attachments thereto;


 


(3)             Reserved;
and


 


(4)             the
account certifications in the form of Exhibit F hereto required by Section 3.01(c)(4) and (7) of this
Agreement, fully completed; and


 


(b)        to be
provided by the Master Servicer:


 


(1)             this
Agreement executed by the Master Servicer; and


 


(2)             the
Mortgage Loan Schedule, with one copy to be attached to each counterpart of this Agreement as Exhibit
A hereto; and


 


(3)             the
Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.


 


Section 6.05          Notices.


 


Except as provided
herein, all demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered to the following addresses:


 


(i)           if to
the Master Servicer:


 


Wells Fargo Bank, National Association Commercial
Mortgage Servicing


Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Reference: MSBAM 2016-C32 Asset Manager


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department


301 South College St.


D1053-300


Charlotte, North Carolina 28202


Reference: Commercial Mortgage Servicing Legal Support


 






    26 


     


    

 


With a copy to:


 


K&L Gates LLP


Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann


 


(ii)         if to
the Primary Servicer:


 


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Michael A. Tilden


Fax No. 877-379-1625


 


with a copy to:


 


Polsinelli PC


900 West 48th Place, Suite 900


Kansas City, Missouri 64112 Attention: Kraig Kohring


Fax No. 816-753-1536


 


or such other address as may hereafter be furnished
to the other party by like notice.


 


Section 6.06          Severability
Clause.


 


Any part, provision,
representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of
this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate,
in good faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.


 


Section 6.07          Counterparts.


 


This Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument.


 






    27 


     


    

 


Section 6.08          Governing Law.


 


This Agreement
and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the
parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by the laws of the
State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations
Law.


 


Section 6.09          Protection
of Privileged Information.


 


If the Primary
Servicer receives Privileged Information from the Master Servicer with a notice stating that such information is Privileged Information,
the Primary Servicer shall not disclose such Privileged Information to any Person without the prior written consent of the Master
Servicer.


 


Section 6.10          Intention of
the Parties.


 


It is the
intention of the parties that the Master Servicer is conveying, and the Primary Servicer is receiving, only a contract for servicing
the Mortgage Loans. Accordingly, the parties hereby acknowledge that the Trustee remains the sole and absolute beneficial owner
of the Mortgage Loans and all rights related thereto.


 


Section 6.11          Third Party
Beneficiary.


 


The Trustee,
for the benefit of the Certificateholders, and the Trustee, as holder of the Lower-Tier Regular Interests, shall be a third party
beneficiary under this Agreement, provided that, except to the extent the Trustee or its designee assumes the obligations of the
Master Servicer hereunder as contemplated by Section 6.12 of this Agreement, none of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Trust, the Special Servicer, or any Certificateholder
shall have any duties, liabilities or obligations under this Agreement.


 


Section 6.12          Successors
and Assigns; Assignment of Agreement.


 


This Agreement
shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors
and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the
Primary Servicer to a third party except as otherwise specifically provided for herein. This Agreement may be assumed by the Trustee
if the Trustee has assumed the duties of the Master Servicer or any successor Master Servicer, without cost or obligation to the
assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to
the date of assumption, of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement (it being
understood that any such obligations shall be the obligations of the terminated Master Servicer only).


 






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Section 6.13          Waivers.


 


No term
or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.


 


Section 6.14          Exhibits.


 


The exhibits to this Agreement
are hereby incorporated and made a part hereof and are an integral part of this Agreement.


 


Section 6.15          General Interpretive
Principles.


 


The article and section headings
are for convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section 6.16          Complete Agreement.


 


This Agreement
embodies the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated except
by a written agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or representations
of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.


 


Section 6.17          Further Agreement.


 


The Primary
Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents,
instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.


 


Section 6.18          Amendments.


 


This Agreement
may only be amended with the consent of the Primary Servicer and the Master Servicer. No amendment to the Pooling and Servicing
Agreement that purports to change the rights or obligations of the Primary Servicer hereunder or under the Pooling and Servicing
Agreement shall be effective against the Primary Servicer without the express written consent of the Primary Servicer.


 


 


[Remainder of Page Intentionally Left Blank]


 




    29 


     


    

 


IN WITNESS WHEREOF,
the Primary Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the date first above written.


	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 
	 	 	 
	 	By:	/s/ Marcus Thomas	 
	 	 	Name: Marcus Thomas	 
	 	 	Title: Director	 





 


MSBAM 2016-C32


KeyBank
Primary Servicing Agreement


 





    	 



     


    

 





	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION	 
	 	 	 
	 	By:	/s/ Michael A. Tilden	 
	 	 	Name: Michael A. Tilden	 
	 	 	Title:   Vice President	 


 


MSBAM 2016-C32


KeyBank
Primary Servicing Agreement


 





    	 



     


    

 


EXHIBIT A




MORTGAGE LOAN SCHEDULE


 


	Loan No. / 

Property No.	Property Name	Cut-off Date Balance	Primary Servicing
    Fee
	18	Advance Auto Parts Distribution Facility	$19,000,000	0.01000%
	22	Trinity Village	$13,725,000	0.01000%
	27	Southeast Retail Portfolio	$9,400,000	0.01000%
	33	Kohl’s - Lutz, FL Fee	$7,390,758	0.01000%
	34	Harris Industrial Building	$7,125,000	0.01000%
	35	Gateway Plaza	$6,991,161	0.01000%
	36	Florida NNN Portfolio I	$4,440,000	0.01000%
	37	Florida NNN Portfolio II	$1,940,000	0.01000%
	40	Chestnut Commons	$5,250,000	0.01000%
	46	Diamond Southwest Industrial	$4,244,373	0.01000%
	51	Walgreens - Alma, MI	$3,344,161	0.01000%
	52	Michigan Rite Aid Portfolio	$3,262,890	0.01000%


  




    	A-1 



     


    

 


EXHIBIT
B




PRIMARY SERVICER’S OFFICER’S CERTIFICATE


 


I,
_______________, hereby certify that I am the duly elected of [Primary Servicer], a corporation organized under the laws of the State
of (the “Primary Servicer”) and further as follows:


 


(i)          Attached
hereto as Exhibit 1 is a true, correct and complete copy of the articles of
incorporation of the Primary Servicer which are in full force and effect on the date hereof and which have been in effect without
amendment, waiver, rescission or modification since


 


(ii)         Attached
hereto as Exhibit 2 is a true, correct and complete copy of the by-laws of
the Primary Servicer which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission
or modification since


 


(iii)        Attached
hereto as Exhibit 3 is an original certificate of good standing of the Primary
Servicer, issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such
standing.


 


(iv)        Either
(i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Primary Servicer of or compliance by the Primary Servicer with the Primary Servicing Agreement or the consummation
of the transactions contemplated by the Primary Servicing Agreement; or (ii) any required consent, approval, authorization or
order has been obtained by the Primary Servicer.


 


(v)         Neither
the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Primary Servicing Agreement, conflicts
or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or
by-laws of the Primary Servicer, the terms of any indenture or other agreement or instrument to which the Primary Servicer is
a party or by which it is bound or to which it is subject, or any statute or order, rule, regulation, writ, injunction or decree
of any court, governmental authority or regulatory body to which the Primary Servicer is subject or by which it is bound.


 


(vi)        There
is no action, suit, proceeding or investigation pending or to the best of my knowledge threatened against the Primary Servicer
which, in our judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business,
operations, financial conditions, properties or assets of the Primary Servicer or in any material impairment of the right or ability
of the Primary Servicer to carry on its business substantially as now conducted or in any material liability on the part of the
Primary Servicer or which would draw into question the validity of the Primary Servicing Agreement or of any action taken or to
be taken in connection with the transactions contemplated hereby, or which would be likely to impair materially the ability of
the Primary Servicer to perform under the terms of the Primary Servicing Agreement.


 






     B-1


     

    

 


(viii)      Each
person listed on Exhibit 5 attached hereto who, as an officer or representative
of the Primary Servicer, signed the Primary Servicing Agreement and any other document delivered prior hereto or on the date hereof
in connection with the Primary Servicing Agreement, was, at the respective times of such signing and delivery, and is now, a duly
elected or appointed, qualified and acting officer or representative of the Primary Servicer, who holds the office set forth opposite
his or her name on Exhibit 5, and the signatures of such persons appearing
on such documents are their genuine signatures.


 


(ix)        The
Primary Servicer is duly authorized to engage in the transactions described and contemplated in the Primary Servicing Agreement.


 




     B-2


     

    

 


IN
WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Primary Servicer.






	 	 	 	 	 	 
	Dated: 	 	 	 By	 	 






	 	 	Name:	 	 
	[Seal]	 	Title:  [Vice]
    President	 


  


I,
________________, an [Assistant] Secretary of [Primary Servicer], hereby certify that _________________________ is the duly elected, qualified and acting
[Vice] President of the Primary Servicer and that the signature appearing above is [her] [his] genuine signature.


 


IN WITNESS
WHEREOF, I have hereunto signed my name.






	 	 	 	 	 	 
	Dated: 	 	 	 By	 	 



	 	 	Name:	 	 
	[Seal]	 	Title:  [Vice]
    President	 




 




     B-3


     

    

 



EXHIBIT
5


 


To


 


Primary
Servicer’s Officer’s Certificate


 



	Name	 	 	 	 Title	 	 	 	Signature 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


     B-4


     

    

 

EXHIBIT
C




 


POOLING
AND SERVICING AGREEMENT


 


Previously delivered.


 


     C-1


     

    


 

EXHIBIT
D


 


RESERVED


 



     D-1


     

    


 

EXHIBIT
E


 


QUARTERLY
SERVICING CERTIFICATION


 


Primary
Servicer:


 


RE:
MSBAM 2016-C32


 


Pursuant
to the Servicing Agreement(s) between Wells Fargo Bank, National Association and [Primary Servicer], we certify with respect to
each mortgage loan serviced by us for Wells Fargo Bank, National Association that, as of the quarter ending, except as otherwise
noted below:


 


All
taxes, assessments and other governmental charges levied against the mortgaged premises, ground rents payable with respect to
the mortgaged premises, if any, which would be delinquent if not paid, have been paid.


 


Based
on [Primary Servicer’s] monitoring of the insurance in accordance with the Servicing Standard, all required insurance policies
are in full force and effect on the mortgaged premises in the form and amount and with the coverage required by the Servicing
Agreement(s).


 


All
necessary action has been taken to continue all UCC Financing Statements in favor of the originator of each mortgage loan or in
favor of any assignee prior to the expiration of such UCC Financing Statements.


 


All
reserves are maintained and disbursed in accordance with the loan documents and no obligation for which a reserve is held has
not been completed within the time required by the applicable document.


 


	EXCEPTIONS:	 	 
	 	 	 
	 	 	 
	 	 	 
	Servicing Officer	 	Date



 


     E-1


     

    


 

EXHIBIT
F


 


FORM
OF ACCOUNT CERTIFICATION



	 	 	 
	Securitization:	 	 
	 	 	 
	Primary
    Servicer:	 



 


	 	 	  New
    Account	 	 	  Change
    of Account Information
	 	 	 	 	 	 
	Indicate purpose of account (check
    all that apply):
	 	 	 	 	 	 
	 	 	  Principal
    & Interest	 	  Deposit
    Clearing
	 	 	  Taxes
    & Insurance	 	  Disbursement
    Clearing
	 	 	  Reserves
    (non-interest bearing)	 	  Suspense
	 	 	  Reserves
    (interest bearing)	 	 	 


 


	Account
    Number:	 
	 	 	 
	Account Name:	 	 



 


Depository
Institution (and Branch):



	 	 	 	 	 	 
	 	Name:	 
	 	 	 	 	 	 
	 	Street:	 
	 	 	 	 	 	 
	 	City,
    State, Zip: 	 
	 	 	 	 	 	 
	 	Rating
    Agency:	 	Rating:	 





Please
note that the name of the account must follow the guideline specifications detailed in the applicable agreement.


	 	 	 	 	 	 
	Prepared
    by:	 
	 	 	 	 	 	 
	Signature:	 
	 	 	 	 	 	 
	Title:	 
	 	 	 	 	 	 
	Date:	 
	 	 	 	 	 	 
	Telephone: 	 	Fax:	 



 




    F-1


     

    
 


EXHIBIT
G


 


FORM
OF


COLLECTION
REPORT


 


Series
_____


 


Month
of __________________


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39
	Sub

    Serv

    ID	Master

    Servicer

    Loan#	Sub-

    Servicer

    Loan#	Prosp

    ID	Sched

    Due

    Date	Begin

    Balance

    Prior to Pmt	Ending

    Balance

    After Pmt	Paid

    Thru

    Date	Current

    Note

    Rate	Sub-

    Servicer

    Fee Rate	Sched

    Prin

    Pmt	Sched

    Int

    Pmt	Sched

    P&I

    Amount	Sched

    Sub-Serv

    Fee	Sched

    Addl

    Sub-Sub

    Fee	Neg
    Am/

    Deferred Int

    Amount	Unsched

    Principal

    Rec’d	Other

    Principal

    Adjust	Other

    Interest

    Adjust	Liq/

    Prepmt

    Date	Prepmt

    Penalty / YM

    Rec’d	Prepmt

    Int

    Exc/Short	Liq/

    Prepmt

    Code	T&I

    Advances

    O/S	Pmt

    Eff Date

    Recd	Actual

    Principal

    Rec’d	Actual
    (Gross)

    Interest

    Rec’d	Actual

    Sub-Servicer

    Fee Paid	Addl

    Sub-Sub

    Fee Paid	Actual
    (Net)

    Interest

    Rec’d	Late

    Charges

    Rec’d	Default

    Interest

    Rec’d	Assum

    Fees

    Rec’d	Addl

    Fees

    Rec’d	Remittance

    Amount	Actual

    Loan

    Balance	Total

    Reserve

    Balance	Pmt

    Loan

    Status	Comments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	0.00  	0.00  	0.00  	0.00  	0.00  	0.00  	0.00  	0.00  	0.00  	 	0.00  	0.00  	 	0.00  	 	0.00  	0.00  	0.00  	 	 	0.00  	0.00  	0.00  	0.00  	0.00  	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET REMIT
    TO MS  	-   
    	 	 	 	 


 


	 Loan Status		 	A - payment not received but still in
    grace period
	 	 	B - late payment but less than 1
    month delinquent
	 	 	O - Current
	 	 	1 -
    One month delinquent
	 	 	2 -
    Two months delinquent
	 	 	3 -
    Three months delinquent
	 	 	4 -
    Assumed Schedule Payment
	 	 	5 -
    Prepaid in Full
	 	 	6 -
    Specially Serviced
	 	 	Prepared
    By	7 -
    in foreclosure
	 	 	Approved By	9 - REO
	 	 	10
    - DPO
	 	 	11
    - Modification



 


    G-1


     

    
 




EXHIBIT
H


 

FORM
OF CERTIFICATE OF INSURANCE


 


	Primary
    Servicer:	 	 


 



Re:           MSBAM
2016-C32


 

Pursuant
to the Primary Servicing Agreement(s) between Wells Fargo Bank, National Association and [Primary Servicer], based on [Primary
Servicer’s] monitoring of the insurance in accordance with the Servicing Standard, we certify with respect to each Mortgage
Loan serviced by us for Wells Fargo Bank, National Association that all required insurance policies are in full force and effect
on the mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).


	 	 	 	 
	Servicing
    Officer	 	Date	 



 



    H-1


     

    
 

EXHIBIT
I


 


NEW
LEASE INFORMATION


 



	Loan
    #	 	  Property
    Type: 	 	  Tenant:	 




	Property
    Name/Address:	 



	Term
    (Years, Months):	 	  Sq
    Ft Gross Rentable:	 	  Net
    Rentable	 



	Begin
    Lease Date:	 	  Retail



	End
    Lease Date:	 	  Office




	Occupancy
    Date (if diff):	 	  Other




	Minimum
    Rent	 	  (S/SF/YR)


 



	Change
        to


        Change
        to


        Change
        to


        Change
        to

	on


        on


        on


        on

	 	              (Mo/Yr)              Escalation:               CPI               Other
	 	 	 	 
	Percentage
        Rent

                 

        %
        Amount

	For	 	%
    Rent Due:	  
	 
    	For	 	  	Monthly
	 
    	Up
    to	 	  	Quarterly
	  	Up
    to	 	  	Annually
	 	 	 	 	 
	Breakpoint	(S/Yr)	 	Sales
        Report Due:

        	  
	 	 	 	 	 
	  	  	 	 

        (Mo/Yr)

	  
	Change
    to	on	 	  	Monthly
	Change
    to	on	 	  	Quarterly
	Change
    to	on	 	  	Annually
	 	 	 	 	 
	Recoveries	  	 	  	  
	 	 	 	 	 
	Taxes	 
    	 	Per	 
    
	Insurance	 
    	 	Per	 
    
	Cam	 
    	 	Per	 
    
	HVAC	 
    	 	Per	 
    
	Adver/Promo  	 	 
    	 	Per	 
    
	 
    	  	 	Per	 
    
	 
    	  	 	Per	 
    
	Management	 
    	 	Per	 
    


 


    I-1


     

    


 


Renewal
Options


 


	 	Term	 	  SF	 	 



	 	Minimum
    rent 	 	  Gross
    Rentable 	 	 



	 	% Rent	 	  Net
    Rentable	 	 


 



Landlord
Costs




	 	Alterations:	 



	 	Commissions:	 



	 	Moving
    Allowances:	 




	 	Buyout
    Clauses:	 



	 	Other:	 


 


Building
Insurance Requirements 


	 	Tenant maintains fire &
    ED on building(s); will need coverage to renew Does not furnish building coverage
	 	General liability naming landlord mortgagee
    as additional insured; will need coverage for review
	 	General liability without mentioning landlord’s
    mortgagee; do not need coverage



 


Waiver
of Subrogation 


	 	N/A
	 	Mutual; will need endorsement
	 	Landlord only; will need endorsement
	 	Tenant only; do not need endorsement


 


Comments:




 


Attachments: 


	 	Original Lease
	 	Original Subordination Agreement


 


    I-2


     

    

 

EXHIBIT
J


 


MONTHLY
SERVICING ACCOUNTS CERTIFICATION



 


	Primary
    Servicer: 	 	 



 


Re:         MSBAM
2016-C32


 


Pursuant
to the Servicing Agreement(s) between Wells Fargo Bank, National Association and the above named Servicer, I certify with respect
to each transaction serviced by us, as noted above, for Wells Fargo Bank, National Association that as of (Determination Date)
all collection accounts and servicing accounts have been properly reconciled and the reconciliations have been reviewed and approved
by Servicer’s management, except as otherwise noted below:


 



	EXCEPTIONS:	 
	 	 
	 	 


 



	 	 	 
	Servicing Officer	 	Date


 


    J-1